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  4. [Form 3] Burning Rock Biotech Ltd Initial Statement of Beneficial Ownership

Burning Rock Biotech (BNR) director lists over 1.0M shares and options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Burning Rock Biotech Ltd director Zhang Zhihong filed an initial ownership report showing direct holdings of 1,061,990 Ordinary Shares and multiple option awards. These include options over 78,504 and 117,755 Ordinary Shares at an exercise price of $3.33 expiring on September 26, 2032, plus additional options over 51,469, 41,000, and 56,000 shares at an exercise price of $0.0002 expiring between 2033 and 2035. Several grants vest only if Burning Rock’s valuation and the director’s employment and performance conditions are met.

Positive

  • None.

Negative

  • None.
Insider Zhang Zhihong
Role Director
Type Security Shares Price Value
holding OPTIONS (RIGHT TO BUY) -- -- --
holding OPTIONS (RIGHT TO BUY) -- -- --
holding OPTIONS (RIGHT TO BUY) -- -- --
holding OPTIONS (RIGHT TO BUY) -- -- --
holding OPTIONS (RIGHT TO BUY) -- -- --
holding OPTIONS (RIGHT TO BUY) -- -- --
holding OPTIONS (RIGHT TO BUY) -- -- --
holding OPTIONS (RIGHT TO BUY) -- -- --
holding OPTIONS (RIGHT TO BUY) -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: OPTIONS (RIGHT TO BUY) — 78,504 shares (Direct); Ordinary Shares — 1,061,990 shares (Direct)
Footnotes (1)
  1. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$2 billion by the fifth anniversary of the date of grant (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$2 billion by the fifth anniversary of the date of grant (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$4 billion by the seventh anniversary of the date of grant (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$4 billion by the seventh anniversary of the date of grant (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$10 billion by the seventh anniversary of the date of grants (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$10 billion by the seventh anniversary of the date of grants (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant. On April 30, 2023, the Reporting Person was granted 102,938 share options, with 50%, 25% and 25% of the granted share options vesting on January 1, 2025, January 1, 2026 and January 1, 2027, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for each year from 2023 to 2026. On April 30, 2024, the Reporting Person was granted 41,000 share options, with 50%, 25% and 25% of the granted share options vesting on January 1, 2026, January 1, 2027 and January 1, 2028, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for the year of 2024. On April 30, 2025, the Reporting Person was granted 56,000 share options, with 50%, 25% and 25% on of the granted share options vesting January 1, 2027, January 1, 2028 and January 1, 2029, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for the year of 2025. Each share option represents the right to receive, upon exercise, one ordinary share.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Zhang Zhihong
(Last) (First) (Middle)
7720 VIA FRANCESCO UNIT 2
(Street)
SAN DIEGO CA 92129
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2026 		3. Issuer Name and Ticker or Trading Symbol
Burning Rock Biotech Ltd [ BNR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 1,061,990 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
OPTIONS (RIGHT TO BUY) (1) 09/26/2032 Ordinary Shares 78,504 $3.33(10) D
OPTIONS (RIGHT TO BUY) (2) 09/26/2032 Ordinary Shares 117,755 $3.33(10) D
OPTIONS (RIGHT TO BUY) (3) 09/26/2032 Ordinary Shares 78,504 $3.33(10) D
OPTIONS (RIGHT TO BUY) (4) 09/26/2032 Ordinary Shares 117,755 $3.33(10) D
OPTIONS (RIGHT TO BUY) (5) 09/26/2032 Ordinary Shares 78,504 $3.33(10) D
OPTIONS (RIGHT TO BUY) (6) 09/26/2032 Ordinary Shares 117,755 $3.33(10) D
OPTIONS (RIGHT TO BUY) (7) 04/30/2033 Ordinary Shares 51,469 $0.0002(10) D
OPTIONS (RIGHT TO BUY) (8) 04/30/2034 Ordinary Shares 41,000 $0.0002(10) D
OPTIONS (RIGHT TO BUY) (9) 04/30/2035 Ordinary Shares 56,000 $0.0002(10) D
Explanation of Responses:
1. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$2 billion by the fifth anniversary of the date of grant (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved.
2. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$2 billion by the fifth anniversary of the date of grant (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant.
3. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$4 billion by the seventh anniversary of the date of grant (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved.
4. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$4 billion by the seventh anniversary of the date of grant (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant.
5. On September 26, 2022, the Reporting Person was granted 78,504 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$10 billion by the seventh anniversary of the date of grants (the "valuation target"), and (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved.
6. On September 26, 2022, the Reporting Person was granted 117,755 share options, which will vest once (a) the valuation of the Issuer (based on the 60-day average closing share price of its publicly traded shares) reaches US$10 billion by the seventh anniversary of the date of grants (the "valuation target"), (b) the Reporting Person remains employed by the Issuer at the time when the valuation target is achieved, and (c) the Reporting Person has been employed by the Issuer for five years from the date of grant.
7. On April 30, 2023, the Reporting Person was granted 102,938 share options, with 50%, 25% and 25% of the granted share options vesting on January 1, 2025, January 1, 2026 and January 1, 2027, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for each year from 2023 to 2026.
8. On April 30, 2024, the Reporting Person was granted 41,000 share options, with 50%, 25% and 25% of the granted share options vesting on January 1, 2026, January 1, 2027 and January 1, 2028, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for the year of 2024.
9. On April 30, 2025, the Reporting Person was granted 56,000 share options, with 50%, 25% and 25% on of the granted share options vesting January 1, 2027, January 1, 2028 and January 1, 2029, respectively, subject to: (a) the Reporting Person's continued employment, and (b) the annual performance rating of the Reporting Person reaching at least 3.3 for the year of 2025.
10. Each share option represents the right to receive, upon exercise, one ordinary share.
Remarks:
Exhibit 24 (Power of Attorney)
/s/ Yuheng Huang, Attorney-in-Fact for Zhihong Zhang 03/17/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What does Zhang Zhihong’s Form 3 filing reveal about his BNR holdings?

The Form 3 shows Zhang Zhihong directly holds 1,061,990 Ordinary Shares of Burning Rock Biotech Ltd. It also lists several stock option grants over additional Ordinary Shares with specified exercise prices, expiration dates, and detailed performance and employment-based vesting conditions.

What stock options does Zhang Zhihong hold in Burning Rock Biotech (BNR)?

Zhang Zhihong holds options over 78,504 and 117,755 Ordinary Shares at an exercise price of $3.33 expiring on September 26, 2032. He also has options over 51,469, 41,000, and 56,000 shares at $0.0002 expiring between 2033 and 2035.

What are the performance conditions for Zhang Zhihong’s large option grants at BNR?

Several grants of 78,504 and 117,755 share options vest only if Burning Rock’s valuation, based on a 60‑day average share price, reaches $2 billion, $4 billion, or $10 billion by specified anniversaries, and if Zhang remains employed and, for some grants, meets service-duration conditions.

How do the time-based option grants for Zhang Zhihong at BNR vest?

An April 30, 2023 grant of 102,938 options vests 50%, 25% and 25% on January 1, 2025, 2026 and 2027. Later grants of 41,000 and 56,000 options follow similar 50/25/25 schedules, subject to continued employment and minimum performance ratings.

Does each option in Zhang Zhihong’s BNR grants convert into one share?

Yes. The footnotes state that each share option represents the right to receive, upon exercise, one Ordinary Share. This means the underlying share numbers disclosed for each grant directly match the potential Ordinary Shares issuable if those options fully vest and are exercised.